7 Restatement Announcements 2027: What Their 8-Ks Showed
By Kyle Porter, Executive Vice President & Managing Director.
Updated November 9, 2026
Seven Item 4.02 restatement 8-Ks from 2021 to 2026 compared by affected periods, stated cause, auditor named and timing language, plus an IR team checklist.
An Item 4.02 restatement 8-K tells investors that previously issued financial statements can no longer be relied upon. In the seven filings reviewed, from 2021 to 2026, each named the affected periods, the accounting error and the auditor consulted. Only one furnished a press release as an exhibit, and timing language ranged from filing as soon as practicable to no stated date.
Updated: November 9, 2026
Contents
Three SEC staff comment letters
What does an Item 4.02 restatement announcement have to say?
Item 4.02 of Form 8-K is the section a company uses when its board, a board committee or an authorized officer concludes that earlier financial statements should no longer be relied upon. The item asks the company to identify the affected statements, explain why, and say whether the audit committee or officer discussed the matter with the independent accountant. All seven filings below follow that outline, which makes them a useful set to compare side by side.
The filing is read by investors, lenders, auditors and reporters at once, so wording on scope, cause and timing carries more weight here than in most announcements. For the wider 8-K landscape, see Virgo's guides to the earnings release Form 8-K and executive departure announcements, and the investor relations hub.
Which seven restatement 8-Ks are compared here?
The table summarizes each filing as read in its full text. Dates are the conclusion dates stated in the 8-K itself.
Company Conclusion date Periods named Stated cause Timing language
Sidus Space Nov 2, 2026 FY2024 and FY2025 10-Ks, Q1 and Q2 2026 10-Qs Warrants, satellite impairment, VPX costs, contract revenue Timing not yet determined
Richtech Robotics Jun 9, 2026 FY2024 and FY2025 10-K, four quarters Warrants, equity purchase agreement, restricted stock One amended 10-K, no date stated
Hub Group May 11, 2026 FY2023 and FY2024 10-Ks Transactions prematurely or incorrectly recognized or not adequately supported No date stated
Deep Fission Apr 9, 2026 FY2024 audited and 2025 interim statements SAFE and stock compensation valuations In the 2025 10-K
Elauwit Connection Feb 25, 2026 Q3 2025 10-Q Percentage-of-completion revenue As soon as reasonably practicable
Monolithic Power Systems Feb 26, 2026 FY2024 10-K and 2025 10-Qs Deferred taxes on a foreign tax incentive In the 2025 10-K filed right after the 8-K
Leader Capital Holdings Jul 14, 2021 FY2020 10-K and five interim periods Accounting for unvested shares As soon as practicable
What did each of the seven restatement 8-Ks show?
1. Sidus Space: the broadest list of errors
Sidus Space's Audit Committee concluded on November 2, 2026 that its FY2024 and FY2025 10-Ks and its first two 2026 10-Qs should no longer be relied upon. The Sidus Space 8-K on EDGAR lists four errors: 3,409,946 warrants issued December 17, 2024 that should have been liabilities (about $4.7 million at issuance), a LizzieSat 2 satellite impairment of about $4.0 million, about $1.7 million of VPX prototype costs that should have been expensed in 2025, and $1.65 million of customer contract revenue that belongs in a contract liability. It estimates net loss up about $12.5 million for 2024 and down about $5.5 million for 2025. The company said it had not determined when restated filings would arrive and warned that further errors could cause delays. Fruci & Associates II is named as the accountant consulted.
What it shows: the most quantified of the seven, and the most open on timing.
2. Richtech Robotics: a control claim reversed in the filing
Richtech Robotics concluded on June 9, 2026 that its FY2025 and FY2024 audited statements and four interim periods should not be relied upon. The cited causes were warrant liability accounting, the Standby Equity Purchase Agreement with YA II PN dated February 15, 2024, and restricted stock awards issued in December 2025. The Richtech Robotics 8-K says the new auditor, CBIZ CPAs, found the errors while reviewing the quarter ended March 31, 2026. The company plans one comprehensive amended 10-K rather than separate amended quarterly reports for three of the periods, plus a 10-Q/A for the December 2025 quarter. It expects mostly non-cash adjustments with no effect on cash position, but warned that areas still under evaluation could produce material adjustments. It also said a material weakness that its December 2025 10-Q described as remediated had not been remediated.
What it shows: candor about a prior statement that no longer held, placed in the 8-K itself.
3. Hub Group: materially misstated, no dollar figures
Hub Group's Audit Committee concluded on May 11, 2026 that audited statements for 2024 and 2023 were materially misstated. The Hub Group 8-K says a review under the committee's direction identified transactions that were prematurely or incorrectly recognized or not adequately supported. It gives no amounts, says the review of additional accounting issues continues, and says the company expects to conclude that disclosure controls and internal control over financial reporting were not effective for both years. Ernst & Young is named as the accountant consulted. The forward-looking statement lists further delay in the close process or the 2025 audit as a risk.
What it shows: a plain statement of materiality with scope questions left for the amended filings.
4. Deep Fission: every affected document named
Deep Fission's Board concluded on April 9, 2026 that three sets of statements should no longer be relied upon: unaudited six-month statements to June 30, 2025 furnished as an exhibit to an 8-K filed September 11, 2025, audited FY2024 and inception-period statements included in an S-1/A filed December 30, 2025, and unaudited statements for the three and nine months to September 30, 2025 in a 10-Q filed November 14, 2025. The Deep Fission 8-K attributes the errors to inputs and assumptions in valuation models for SAFEs and stock-based compensation, says the impact is not yet quantified, and says the restatement will appear in the 2025 10-K. It states the transactions were non-cash and did not affect previously reported cash flows. Grant Thornton is named, along with its appointment to audit 2025 and re-audit 2024.
What it shows: non-reliance can reach a registration statement and a furnished exhibit, and naming each one removes guesswork.
5. Elauwit Connection: a release and an 8-K, filed together
Elauwit's Audit Committee concluded on February 25, 2026 that the Q3 2025 10-Q, filed December 10, 2025, should be restated for revenue recognition errors on network design and installation contracts. The Elauwit 8-K on EDGAR estimates revenue, gross profit, operating income and net loss were overstated by $471 thousand for the quarter and $1.4 million for nine months, and total assets by $1.4 million. It cites inadequate design and implementation of internal controls in part, says there was no intentional misconduct, names Withum Smith+Brown, and promises an amended 10-Q as soon as reasonably practicable. The 8-K furnished a press release as Exhibit 99.1, covered in the next section.
What it shows: the only filing of the seven that paired the 8-K with a separate release.
6. Monolithic Power Systems: restated tables inside the 8-K
Monolithic Power's Audit Committee concluded on February 26, 2026 that its FY2024 10-K and each 2025 10-Q should no longer be relied upon because of an unintentional deferred tax error tied to a one-time foreign tax incentive. The Monolithic Power 8-K reports a $195 million decrease in income tax benefit for 2024, restating net income to about $1.59 billion, and a $5.5 million increase to unaudited 2025 net income compared with the February 5, 2026 earnings release. It states the error was non-cash, did not touch revenue or non-GAAP measures, involved no misconduct, and left the first-quarter 2026 outlook unchanged. The restated figures were to appear in the 2025 10-K filed immediately after the 8-K.
What it shows: before-and-after tables and a same-day path to restated numbers.
7. Leader Capital Holdings: the minimum viable disclosure
Leader Capital Holdings' Board concluded on July 14, 2021 that statements for the year ended August 31, 2020 and five interim periods should no longer be relied upon. The Leader Capital 8-K on EDGAR says management became aware of the error while preparing the quarter ended May 31, 2021 10-Q. The error concerned unvested shares issued to directors, employees and consultants under ASC 718, and would reduce prepayments, deposits and other receivables and additional paid-in capital. Amounts could not yet be determined. The company said it would amend its filings as soon as practicable and told readers to rely on the affected periods only once restated. Centurion ZD CPA & Co. is named.
What it shows: a short, plain filing with no numbers that still covers every element the item asks for.
How did Elauwit's press release differ from its 8-K?
Elauwit is the one case where both documents can be read side by side on EDGAR. The Elauwit press release, Exhibit 99.1 is consistent with the 8-K on the facts but differs in emphasis.
Topic 8-K, Item 4.02 Press release, Exhibit 99.1
Amount $471 thousand for the quarter, $1.4 million for nine months, $1.4 million of total assets $1.4 million through nine months
Cause Errors due in part to inadequate design and implementation of internal controls Error traced to a third-party national accounting firm's earlier work
Discovery Management's review alongside the year-end audit The newly expanded internal accounting team
Tone Regulatory and neutral Executive Chairman Dan McDonough said operations and growth strategy are unaffected
Timing Amended 10-Q as soon as reasonably practicable Same
The 8-K also states that the release was furnished under Item 7.01 and is not deemed filed, while Item 4.02 content is part of the filing itself. In our judgment, that split is a reason to reconcile the two documents line by line before release, because readers will compare them. Counsel should confirm how the furnished and filed distinction applies.
What patterns appear across the seven restatement announcements?
Auditor named: all seven named an independent accountant the matter was discussed with, including Withum, Fruci, CBIZ, Grant Thornton, Ernst & Young (twice) and Centurion ZD.
Dollar estimates: three of seven put estimates in the 8-K: Sidus Space, Elauwit and Monolithic Power.
Cash language: three said the adjustments were non-cash or would not affect cash: Monolithic Power, Richtech and Deep Fission.
Misconduct statements: two said the matter involved no misconduct: Elauwit and Monolithic Power. The others were silent on the point.
Internal controls: four addressed controls directly: Sidus Space, Richtech, Hub Group and Elauwit.
Timing: three gave no date for restated filings: Sidus Space, Richtech and Hub Group. Monolithic Power was the most specific, with restated numbers due immediately after the 8-K.
The editorial takeaway is that completeness comes from the checklist below, not from length. Leader Capital's filing was short and still complete, while Hub Group's was brief on numbers but direct on materiality.
Who decides that financial statements can no longer be relied upon?
The board of directors, a board committee, or an authorized officer or officers when board action is not required, decides, according to an SEC staff comment letter about BioSpecifics Technologies' January 25, 2007 8-K. The conclusion must be that previously issued financial statements should no longer be relied upon because of an error. An SEC staff speech at the AICPA National Conference on December 12, 2006 adds that the item also covers an auditor's conclusion that an audit report or interim review can no longer be relied upon.
The same SEC staff speech says the timing of the 8-K rests on who has the authority to make the decision, and that it may take longer when the board or audit committee must decide than when an authorized officer can. It also says an Item 4.02 8-K is not automatically required for every error, because the answer depends on a SAB 99 quantitative and qualitative analysis. Before a restatement is discussed, write down who holds the authority, because that person or body sets the clock.
When does the four-business-day clock start?
The clock starts on the date the conclusion is reached, and the 8-K is due four business days later, according to an SEC staff letter to HCC Insurance Holdings that cites SEC Release 33-8400. In that letter HCC said its board met on December 19, 2006, and it filed its 8-K on the fourth business day, because December 25 was a national holiday.
Company Conclusion date 8-K filed or dated Business days
HCC Insurance Holdings Dec 19, 2006 Dec 26, 2006 4, with a holiday on Dec 25
Sidus Space Nov 2, 2026 Nov 6, 2026 4
Elauwit Connection Feb 25, 2026 Feb 27, 2026 2
The SEC staff speech also says the staff would likely question the timing of an 8-K filed the same day as an amended periodic report, because a non-reliance conclusion and restated statements are unlikely to happen within four days of one another. The practical rule is to file the 8-K when the conclusion is reached, not when the restated numbers are ready. Confirm the deadline and the count with securities counsel.
What do three SEC staff comment letters show about Item 4.02 wording?
Three SEC staff letters, all posted on sec.gov, show what the staff asks about when an Item 4.02 8-K is thin. They are older than the 2021 to 2026 filings above, so counsel should confirm that the current form instructions still match.
The first is BioSpecifics Technologies, whose 8-K was filed January 25, 2007. The staff asked the company to state the date its board concluded the statements should not be relied upon and to explain whether the 8-K was timely, per the staff letter. The lesson is to put the conclusion date in the 8-K itself.
The second is HCC Insurance Holdings, which concluded on December 19, 2006 and filed on December 26, 2006, the day before its restated statements. The staff questioned the timing, and HCC answered by showing its board date and the business day count, as shown in its response letter. The lesson is to keep a dated record of when the conclusion was reached.
The third is IMPCO Technologies, whose 8-K was filed November 9, 2005. The staff, in a letter dated November 18, 2005 and quoted in the company's response letter, asked that facts appearing in the press release at Exhibit 99.1 also be disclosed under the Item 4.02 heading. The lesson is that the 8-K must carry the required facts itself, and a press release exhibit does not stand in for them.
How should a press release describe a restatement?
A press release should repeat only facts that also appear under the Item 4.02 heading of the 8-K, using the same dates, periods and amounts. The IMPCO letter shows the staff expects the required facts in the 8-K itself, and the Elauwit pair above shows how emphasis can drift between the two documents.
Use this order when drafting the release:
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State the conclusion date and who reached it, the same way the 8-K does.
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Say that the previously issued financial statements should no longer be relied upon, and name each period. The SEC staff speech says the 8-K must specifically say this and name the periods.
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Describe the cause in plain terms and name the accounting area.
-
Give amounts only if the 8-K gives them, and label estimates as preliminary.
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State when restated filings are expected, or that the date is not yet determined.
-
Add no reassurance, such as a description of the error as minor, that the 8-K does not support.
If the restatement is announced alongside quarterly results, see how the release and the filing fit together in the earnings release Form 8-K guide. If a leader leaves in the same period, coordinate the wording with the executive departure announcements guide.
What does a fill-in draft restatement statement look like?
A fill-in draft restatement statement has six parts that mirror Item 4.02: the date, the body that decided, the periods, the cause, the accountant discussion and the timing of the fix. Securities counsel should approve every word before filing.
On ______ (date), the ______ (Audit Committee, Board of Directors or authorized officer) of ______ (company name) concluded that the company's previously issued financial statements for ______ (periods or filings) should no longer be relied upon because of ______ (plain description of the error and the accounting area).
The company ______ (has not yet quantified or estimates) the effect, which ______ (amount, labeled preliminary, or "has not been determined").
The ______ (Audit Committee or authorized officer) discussed the matter with ______ (name of independent accountant) on ______ (date).
The company intends to file ______ (amended report or restated statements) ______ (as soon as practicable or by a stated date). Investors should not rely on the affected financial statements until they are restated.
What should an IR team check before filing an Item 4.02 8-K?
Record the date the board, committee or authorized officer reached the conclusion, and confirm the filing deadline with counsel.
List every affected document by name and filing date, including registration statements and furnished exhibits, as Deep Fission did.
State the cause in plain terms and name the accounting area involved.
Decide whether to quantify. If you do, label figures as preliminary, as Elauwit and Sidus Space did.
Say what is still unknown, as Richtech did about areas under evaluation.
Cover earnings releases, presentations and similar communications that describe the affected periods.
Check that any statement about internal controls matches what you said before, or say plainly that it changed.
Name the independent accountant and confirm the discussion happened before filing.
Reconcile any press release with the 8-K line by line, including amounts, cause and discovery.
Give a timing statement you control, and update the market when it changes.
If a restatement follows a security incident, coordinate with the approach in Virgo's guide to cyber incident disclosure. Teams weighing outside help can compare options in the guide to investor relations PR firms.
Frequently asked questions
What is Item 4.02 of Form 8-K?
Item 4.02 is the section for non-reliance on previously issued financial statements or a related audit report or completed interim review. It identifies the affected statements, the reasons and whether the accountant was consulted.
How quickly do companies file after reaching the conclusion?
Form 8-K is generally due four business days after the triggering event. In these filings, Elauwit's 8-K was filed two days after its February 25 conclusion, and Sidus Space's was dated November 6 for a November 2 conclusion. Confirm any deadline with counsel.
Who decides that an 8-K is required?
The board, a board committee or an authorized officer decides when financial statements should no longer be relied upon, according to SEC staff correspondence. The identity of the decision maker affects timing, so confirm it with counsel in advance.
Does a restatement mean misconduct occurred?
Not by itself. Two of the seven filings said no misconduct was involved, and the other five did not address it. A restatement means earlier statements contained errors, not that anyone acted improperly.
Do restatement 8-Ks always include numbers?
No. Sidus Space, Elauwit and Monolithic Power gave estimates. Leader Capital, Hub Group, Deep Fission and Richtech did not quantify the effect.
Should the press release repeat the 8-K?
Editorially, the two should agree on facts and amounts. An SEC staff letter to IMPCO asked that facts in a press release exhibit also appear under the Item 4.02 heading, so the 8-K has to carry them itself.
Where can I read related 8-K guidance?
Start with the earnings release Form 8-K guide and the investor relations hub.
Editorial disclosure and research notes
Sourcing. Each filing was read in full. The Sidus Space, Elauwit and Leader Capital documents were read on SEC EDGAR. The Richtech, Hub Group, Deep Fission and Monolithic Power filings were read on those companies' investor relations sites. Facts about dates, amounts and wording come from those filings, and later amendments were not tracked, so check each company's newer filings for restated figures. The rules section relies on SEC staff letters and a December 12, 2006 SEC staff speech posted on sec.gov, which predate the current filings, so confirm the present Form 8-K instructions with counsel.
Editorial judgment. The comparisons, patterns, takeaways and checklist are Virgo's own judgment, not statements from the companies. Virgo PR publishes this page and provides communications services, so read the judgments as one agency's view. No stock price or return claims are made.
Not legal advice. This page is general information and is not legal advice. Disclosure decisions should be made with securities counsel.
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